Common use of Voting and Dividends Clause in Contracts

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former shareholders of the Company shall be entitled to vote at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Company Common Stock for certificates representing Gold Banc Common Stock in accordance with the provisions of this Agreement. (b) No dividends or other distributions that are declared after the Effective Time with respect to Gold Banc Common Stock payable to holders of record thereof after the Effective Time shall be paid to the Company stockholders entitled to receive certificates representing Gold Banc Common Stock until such stockholders surrender to the Exchange Agent their certificates representing Company Common Stock. Upon such surrender, there shall be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividends which shall have become payable with respect to such Gold Banc Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividends.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (American Bancshares Inc \Fl\), Merger Agreement (Gold Banc Corp Inc)

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Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of the Company record of Bank shall not be entitled to vote after the Effective Time at any meeting of the stockholders of Gold Banc Company shareholders the number of whole shares of Gold Banc Common Company Stock into which their respective shares of the Company Common Bank Stock are converted, regardless of whether until such holders have exchanged their certificates representing Company Common Bank Stock for certificates representing Gold Banc Common Company Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this Agreement, each certificate theretofore representing shares of Bank Stock (bother than shares to be canceled pursuant to Section 2.1 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a Warrant, and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc Common Company Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock with respect to the shares of Company stockholders entitled to receive certificates representing Gold Banc Stock represented thereby, until the holder of such certificate of Common Stock until shall surrender such stockholders surrender certificate. Subject to the Exchange Agent their effect of applicable laws, following surrender of any such certificates representing of Bank Stock for which shares of Company Common Stock. Upon such surrenderStock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing certificates, without interest, (i) the amount of any cash payable with respect to a fractional share of Company Stock to which such Gold Banc Common Stock shall be issued any holder is entitled pursuant to Section 2.1 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc Common Stock between the Effective Time and the time whole shares of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsCompany Stock."

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Pacific Community Banking Group), Agreement and Plan of Reorganization (Pacific Community Banking Group)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of the Company record of Bank shall not be entitled to vote after the Effective Time at any meeting of the stockholders of Gold Banc Company shareholders the number of whole shares of Gold Banc Common Company Stock into which their respective shares of the Company Common Bank Stock are converted, regardless of whether until such holders have exchanged their certificates representing Company Common Bank Stock for certificates representing Gold Banc Common Company Stock in accordance with the provisions of this Agreement. (b) . Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this Agreement, each certificate theretofore representing shares of Bank Stock shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a Warrant, and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc Common Company Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock with respect to the shares of Company stockholders entitled to receive certificates representing Gold Banc Stock represented thereby, until the holder of such certificate of Common Stock until shall surrender such stockholders surrender certificate. Subject to the Exchange Agent their effect of applicable laws, following surrender of any such certificates representing of Bank Stock for which shares of Company Common Stock. Upon such surrenderStock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc Common Stock shall be issued certificates, without interest, (i) the amount of any dividends which shall have become cash payable with respect to a fractional share of Company Stock to which such Gold Banc Common Stock between holder is entitled pursuant to Section 2.1 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Stock, and (ii) at the time appropriate payment date, the amount of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to the Effective Time and prior payable with respect to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendswhole shares of Company Stock."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Community Banking Group)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of record of the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether Placer shareholders until such holders have exchanged their certificates representing Company Common Stock Certificates for certificates representing Gold Banc Placer Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of Section 3.04(b), each Certificate shall from and after the Effective Time of the Merger represent for all purposes only the right to receive the Merger Consideration (b) including any cash in lieu of any fractional share and unpaid dividends or distributions on Placer Common Stock). No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc Placer Common Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the Company stockholders entitled holder of any unsurrendered Certificate with respect to receive certificates representing Gold Banc the shares of Placer Common Stock represented thereby until the holder of such stockholders Certificate shall surrender such Certificate. Subject to the Exchange Agent their certificates representing Company effect of applicable laws, following surrender of any such Certificate for which shares of Placer Common Stock. Upon such surrenderStock are to be issued, there shall be paid to the stockholder in whose name holder of such Certificate without interest, (i) the certificates representing such Gold Banc Common Stock shall be issued amount of any dividends which shall have become cash payable with respect to such Gold Banc a fractional share of Placer Common Stock between to which such holder is entitled pursuant to Section 3.03, (ii) the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to whole shares of Placer Common Stock and (iii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record payment date subsequent to the Effective Time and prior surrender of such Certificate payable with respect to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendswhole shares of Placer Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Placer Sierra Bancshares)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of the Company record of Bank shall not be entitled to vote after the Effective Time at any meeting of the stockholders of Gold Banc Company shareholders the number of whole shares of Gold Banc Common Company Stock into which their respective shares of the Company Common Bank Stock are converted, regardless of whether until such holders have exchanged their certificates representing Company Common Bank Stock for certificates representing Gold Banc Common Company Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of Section 3.4 of this Agreement, each certificate theretofore representing shares of Bank Stock (bother than shares to be canceled pursuant to Section 2.1 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of cash, shares of Company Stock and a Warrant, and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc Common Company Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock with respect to the shares of Company stockholders entitled to receive certificates representing Gold Banc Stock represented thereby, until the holder of such certificate of Common Stock until shall surrender such stockholders surrender certificate. Subject to the Exchange Agent their effect of applicable laws, following surrender of any such certificates representing of Bank Stock for which shares of Company Common Stock. Upon such surrenderStock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc Common Stock shall be issued certificates, without interest, (i) the amount of any dividends which shall have become cash payable with respect to a fractional share of Company Stock to which such Gold Banc Common Stock between holder is entitled pursuant to Section 2.1 and the amount of dividends or other distributions with a record date after the Effective Time and the time of such surrender, without interest. After such surrender there shall also be theretofore paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior with respect to such surrender whole shares of Company Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled subsequent to receive such dividends be entitled surrender payable with respect to receive interest on such dividendssuh whole shares of Company Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Community Banking Group)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of record of the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether Parent shareholders until such holders have exchanged their certificates representing Company Common Stock for certificates representing Gold Banc Parent Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of this Section 3.06, each certificate theretofore representing shares of Company Stock (bother than Dissenters' Shares and Treasury Shares) shall from and after the Effective Time of the Merger represent for all purposes only the right to receive shares of Parent Common Stock, cash in lieu of fractional shares and/or cash, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time of the Merger with respect to Gold Banc Parent Common Stock payable to holders of with a record thereof date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate of Company stockholders entitled Stock with respect to receive certificates representing Gold Banc the shares of Parent Common Stock represented thereby, until the holder of such stockholders certificate of Company Stock shall surrender such certificate. Subject to the Exchange Agent their effect of applicable laws, following surrender of any such certificates representing of Company Stock for which shares of Parent Common Stock. Upon such surrenderStock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc without interest, (i) the amount of any cash payable with respect to a fractional share of Parent Common Stock shall be issued any to which such holder is entitled pursuant to Section 3.05 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc whole shares of Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsStock.

Appears in 1 contract

Samples: Merger Agreement (First Community Bancorp /Ca/)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of record of the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether Parent shareholders until such holders have exchanged their certificates representing Company Common Stock for certificates representing Gold Banc Parent Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of this Section 3.04, each certificate theretofore representing shares of Company Common Stock (bother than Dissenters’ Shares and Treasury Shares) shall from and after the Effective Time of the Merger represent for all purposes only the right to receive shares of Parent Common Stock, cash in lieu of fractional shares and/or cash, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time of the Merger with respect to Gold Banc Parent Common Stock payable to holders of with a record thereof date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate of Company stockholders entitled to receive certificates representing Gold Banc Common Stock until such stockholders surrender with respect to the Exchange Agent their certificates representing shares of Parent Common Stock represented thereby, until the holder of such certificate of Company Common StockStock shall surrender such certificate. Upon Subject to the effect of applicable laws, following surrender of any such surrendercertificates of Company Common Stock for which shares of Parent Common Stock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc without interest, (i) the amount of any cash payable with respect to a fractional share of Parent Common Stock shall be issued any to which such holder is entitled pursuant to Section 3.03 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc whole shares of Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsStock.

Appears in 1 contract

Samples: Merger Agreement (First Community Bancorp /Ca/)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of record of the Company shall not be entitled to vote after the Effective Time at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether Parent shareholders until such holders have exchanged their certificates representing Company Common Stock for certificates representing Gold Banc Parent Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of this Section 3.06, each certificate theretofore representing shares of Company Common Stock (bother than Company Dissenters’ Shares and Treasury Shares) shall from and after the Effective Time represent for all purposes only the right to receive shares of Parent Common Stock, cash in lieu of fractional shares and/or cash as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc Parent Common Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Company stockholders entitled to receive certificates representing Gold Banc Common Stock until such stockholders surrender with respect to the Exchange Agent their certificates representing shares of Parent Common Stock represented thereby, until the holder of such certificate of Company Common StockStock shall surrender such certificate. Upon Subject to the effect of applicable laws, following surrender of any such surrendercertificates of Company Common Stock for which shares of Parent Common Stock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc without interest, (i) the amount of any cash payable with respect to a fractional share of Parent Common Stock shall be issued any to which such holder is entitled pursuant to Section 3.05 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc whole shares of Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsStock.

Appears in 1 contract

Samples: Merger Agreement (Americanwest Bancorporation)

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Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of record of the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether Parent shareholders until such holders have exchanged their certificates representing Company Common Stock for certificates representing Gold Banc Parent Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of this Section 3.06, each certificate theretofore representing shares of Company Common Stock (bother than Dissenters’ Shares and Treasury Shares) shall from and after the Effective Time of the Merger represent for all purposes only the right to receive shares of Parent Common Stock, cash in lieu of fractional shares and/or cash, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time of the Merger with respect to Gold Banc Parent Common Stock payable to holders of with a record thereof date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate of Company stockholders entitled to receive certificates representing Gold Banc Common Stock until such stockholders surrender with respect to the Exchange Agent their certificates representing shares of Parent Common Stock represented thereby, until the holder of such certificate of Company Common StockStock shall surrender such certificate. Upon Subject to the effect of applicable laws, following surrender of any such surrendercertificates of Company Common Stock for which shares of Parent Common Stock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc without interest, (i) the amount of any cash payable with respect to a fractional share of Parent Common Stock shall be issued any to which such holder is entitled pursuant to Section 3.05 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc whole shares of Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsStock.

Appears in 1 contract

Samples: Merger Agreement (Americanwest Bancorporation)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of the Company record of UNB shall not be entitled to vote after the Effective Time at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether EWBC shareholders until such holders have exchanged their certificates representing Company UNB Common Stock for certificates representing Gold Banc EWBC Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of this Section 3.04, each certificate previously representing shares of UNB Common Stock (bother than Dissenters’ Shares and Treasury Shares) shall from and after the Effective Time represent for all purposes only the right to receive shares of EWBC Common Stock, cash and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc EWBC Common Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the Company stockholders entitled to receive certificates representing Gold Banc holder of any unsurrendered certificate of UNB Common Stock until such stockholders surrender with respect to the Exchange Agent their shares of EWBC Common Stock represented thereby, until the holder of such certificate of UNB Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates representing Company of UNB Common Stock. Upon such surrenderStock for which shares of EWBC Common Stock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc without interest, (i) the amount of any cash payable with respect to a fractional share of EWBC Common Stock shall be issued any to which such holder is entitled pursuant to Section 3.03 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of EWBC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc whole shares of EWBC Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsStock.

Appears in 1 contract

Samples: Merger Agreement (East West Bancorp Inc)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of the Company record of SB shall not be entitled to vote after the Effective Time at any meeting of the stockholders of Gold Banc the number of shares of Gold Banc Common Stock into which their shares of the Company Common Stock are converted, regardless of whether EWBC shareholders until such holders have exchanged their certificates representing Company SB Common Stock for certificates representing Gold Banc EWBC Common Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of this Section 3.04, each certificate previously representing shares of SB Common Stock (bother than Dissenters’ Shares and Treasury Shares) shall from and after the Effective Time represent for all purposes only the right to receive shares of EWBC Common Stock, cash and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc EWBC Common Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the Company stockholders entitled to receive certificates representing Gold Banc holder of any certificate of SB Common Stock until such stockholders surrender with respect to the Exchange Agent their shares of EWBC Common Stock represented thereby, until the holder of such certificate of SB Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates representing Company of SB Common Stock. Upon such surrenderStock for which shares of EWBC Common Stock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing such Gold Banc without interest, (i) the amount of any cash payable with respect to a fractional share of EWBC Common Stock shall be issued any to which such holder is entitled pursuant to Section 3.03 and the amount of dividends which shall have become or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of EWBC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc whole shares of EWBC Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsStock.

Appears in 1 contract

Samples: Merger Agreement (East West Bancorp Inc)

Voting and Dividends. (a) Until sixty (60) days after the Effective Time, former Former shareholders of the Company record of CU shall be entitled to vote after the Effective Time at any meeting of the BHI stockholders of Gold Banc the number of whole shares of Gold Banc Common BHI Stock into which their respective shares of the Company Common CU Stock are converted, regardless of whether such holders have exchanged their certificates representing Company Common CU Stock for certificates representing Gold Banc Common BHI Stock in accordance with the provisions of this Agreement. . Until surrendered for exchange in accordance with the provisions of Section 2.6 of this Agreement, each certificate theretofore representing shares of CU Stock (bother than shares to be canceled pursuant to Section 2.1(e) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive shares of BHI Stock, cash in lieu of fractional shares and/or cash, as set forth in this Agreement. No dividends or other distributions that are declared or made after the Effective Time with respect to Gold Banc Common BHI Stock payable to holders of with a record thereof date after the Effective Time shall be paid to the Company stockholders entitled to receive certificates representing Gold Banc Common holder of any unsurrendered certificate of CU Stock until such stockholders surrender with respect to the Exchange Agent their shares of BHI Stock represented thereby, until the holder of such certificate of CU Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates representing Company Common Stock. Upon such surrenderof Stock for which shares of BHI Stock are to be issued, there shall be paid to the stockholder in whose name holder of the certificates representing certificates, without interest, (i) the amount of any cash payable with respect to a fractional share of BHI Stock to which such Gold Banc Common Stock shall be issued any holder is entitled pursuant to Section 2.3(e) and the amount of dividends which shall have become or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of BHI Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such Gold Banc Common Stock between the Effective Time and the time whole shares of such surrender, without interest. After such surrender there shall also be paid to the stockholder in whose name the certificates representing such Gold Banc Common Stock shall be issued any dividend on such Gold Banc Common Stock that shall have (i) a record date subsequent to the Effective Time and prior to such surrender and (ii) a payment date after such surrender, and such payment shall be made on such payment date. In no event shall the stockholders entitled to receive such dividends be entitled to receive interest on such dividendsBHI Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cu Bancorp)

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